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SunEdison & Vivint Solar Revise Merger Agreement, Investors Respond Positively

Renewable energy developer SunEdison has revised its merger agreement with Vivint Solar, causing a flurry of activity for happy investors.

Shares of both SunEdison and Vivint Solar jumped on news that the two companies had revised their merger agreement. It was announced in July that SunEdison would acquire Vivint Solar for $2.2 billion in cash, stock, and convertible notes, with company CEO Ahmad Chatila describing it as “a logical next step in the transformation of our platform” in the wake of their successful First Wind acquisition in January.

However, since then, SunEdison shares have been suffering heavily, with investors losing confidence over three quarters in the company’s ability to create sufficient income. Specifically, according to GTM, some investors were concerned that SunEdison’s yieldco, TerraForm Power, was paying too much for Vivint Solar’s 523 MW residential solar portfolio.

In line with the modification of the merger agreement, SunEdison was also proud to announce that 313 Acquisition, the vehicle controlled by private equity funds managed by Blackstone, would be providing a $250 million credit facility to “fund the ongoing growth of SunEdison.”

The merger agreement modifications will see SunEdison lower their purchase of shares by $2.00 per share, and increase their stock options by $0.75 per share . On top of that, public stockholders of Vivint Solar may be paid all cash consideration — with the consent of 313 Acquisition.

“SunEdison is very pleased to reach an agreement with Vivint Solar and 313 Acquisition to modify the merger agreement,” said Ahmad Chatila, SunEdison’s chief executive officer. “Given the recent market volatility, we believe the modified agreement is in the best interest of all parties.”

“We are excited to join the SunEdison team,” added Greg Butterfield, Vivint Solar’s chief executive officer. “We look forward to continuing to strengthen our leading platform in the residential and small commercial space.”

“We believe the combined SunEdison and Vivint Solar platform will be well positioned to be the leader in the growing renewable energy space, and we are pleased to see the transaction move forward,” said Peter Wallace, Vivint Solar’s board chairman and Blackstone’s senior managing director. “Blackstone looks forward to SunEdison’s future success.”


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